Common use of Confidentiality; Publicity Clause in Contracts

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company Company, or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned denied, conditioned, or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers, and indirect limited partners and investors advisors without the consent of the any other party hereto; and provided, further, that that, subject to Section 8.02 6.2 and this Section 10.058.5, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges Each of the Company and Purchaser, on behalf of itself and its affiliates, agrees that it will use its reasonable best efforts to maintain the confidentiality of all non-public information being provided disclosed to it in connection with by the other or obtained as a result of negotiating or entering into this Agreement and the consummation Transaction Documents and will not, without the prior written consent of the transactions contemplated hereby is subject disclosing party, use such information other than in connection with the Transactions, provided, however, that the foregoing confidentiality obligations do not apply to information that (i) was or becomes available to the terms public through no action by the receiving party, (ii) was or becomes available to such receiving party on a non-confidential basis or (iii) in the reasonable opinion of legal counsel, must be disclosed pursuant to Law or the Confidentiality Agreementrequirements of any national securities exchange; provided further, however, that in the case of (iii) above where disclosure is sought pursuant to subpoena, litigation discovery request or other similar legal process, the terms of which are incorporated herein by reference. At disclosing party shall submit the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating proposed disclosure to the Company and non-disclosing party, who shall have an opportunity, at its Subsidiariesexpense, to contest such disclosure, move for a protective order or otherwise attempt to narrow the scope thereof to the extent permitted under Law. (b) None of AcquirorSo long as this Agreement is in effect, the Company parties agree to consult with each other in issuing any press release or otherwise making any of their respective Affiliates public statement with respect to the Transactions, and no party shall issue any press release or make any such public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related statement prior to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed)such consultation, except if such announcement or other communication is as may be required by applicable Law or legal process (including pursuant to the Securities Law or by the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange)Law, in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate such announcement or communication with the other partyParty, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, provided that each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby Transactions to their and their Affiliates’ respective directors, officers, employees, direct Representatives and indirect current or prospective limited partners and or investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, provided that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consentconsent or with any Governmental Authorities under Section 8.01.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange)Law, in which case Acquiror or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate such announcement or communication with the other partyParty, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, that each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby Transactions to their and their Affiliates’ respective directors, officers, employees, direct Representatives and indirect current or prospective limited partners and or investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consentconsent or with any Governmental Authorities under Section 7.01.

Confidentiality; Publicity. (a) Acquiror acknowledges Purchaser hereby acknowledges, covenants and agrees that (i) the Confidentiality Agreement remains in full force and effect in accordance with its terms, (ii) any confidential information being provided of or relating to it the business and operations of Seller or any of its Affiliates and Representatives disclosed in connection with this Agreement and or the consummation of the transactions contemplated hereby is Transaction shall subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company extent constituting “Confidential Information” thereunder, and its Subsidiaries.(iii) the provisions of this Section 13.3(a) shall continue in full force and effect regardless of any termination of this Agreement or abandonment of the Transaction. 81 (b) None of AcquirorNo Party shall issue any press release, the Company or any of their respective Affiliates shall make any public announcement statement or issue otherwise communicate with any public communication news or media outlet regarding the execution or performance of this Agreement, without the prior written consent of the other Parties, unless (i) such information is otherwise generally available to and known by the public, other than as a result of a disclosure by the Party made in breach of this Section 13.3(b), or (ii) the release of such information is, in the reasonable judgment of the Party (based on advice of counsel), required by any Law or Order to which the Party is bound or subject. Each Party shall advise and cooperate with the other Parties with respect to the timing and content all such releases, statements and other communications concerning this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceTransaction; provided, however, thatthat (a) following the Closing, subject any Party may make announcements (x) that are required by applicable Laws or stock exchange rule or (y) that are consistent with the Parties’ prior public disclosures regarding the transactions contemplated hereunder and may disclose the fact of and the identity of the Parties to this Section 10.05transaction, each party hereto but, in the case of this clause (b), not any of the economic or other material terms of this Agreement except as required by applicable Law, and (b) the Purchaser and its Affiliates may make announcements provide customary information regarding this Agreement and the transactions contemplated hereby to existing or prospective investors, equity holders, members, managers and any of their and their respective Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is are subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their its commercially reasonable efforts to coordinate such announcement or communication with the other party, party prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make non-public announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the any other party hereto; and provided, further, that that, subject to Section 8.02 6.02 and this Section 10.058.06, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third required third-party consent.

Confidentiality; Publicity. Each of the parties to this Agreement will hold in strict confidence and will not use or disclose, and each such party will cause its agents, consultants, legal counsel, accountants, investors, prospective investors and other persons affiliated with such party (a“Representatives”) Acquiror acknowledges that to hold in strict confidence and not to use or disclose, (i) the specific details of the transaction contemplated under this Agreement, including, without limitation, the terms and conditions of this Agreement not revealed to the public pursuant to this section, (ii) non-public information being provided to it regarding the Business, including, without limitation, the customer lists and customer leads, and (iii) all non-public documents and information concerning the other party furnished by such other party in connection with this Agreement and the consummation of the transactions contemplated hereby is subject by this Agreement (collectively, the “Confidential Information”), except as required to obtain Court Approval. Neither party to this Agreement (including their Representatives) will release or disclose any Confidential Information to any other person or entity without the terms written consent of the Confidentiality Agreementother parties, except that a party may disclose such information as required by applicable law, regulation or legal process, or as reasonably necessary in connection with pursuing or defending any claim that may arise between the terms parties out of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the Acquisition Agreements. All notices to third parties and all other publicity concerning the transactions contemplated hereby, or any matter related to the foregoing, by this Agreement shall be jointly planned and coordinated by and between Buyer and Seller. Neither Buyer nor Seller shall act unilaterally in this regard without first obtaining the prior consent written approval of the Company or Acquirorother party; however, as applicable (which consent this approval shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it The non-disclosure letter agreement, dated June 19, 2019, by and between “Project Alloy” and Buyer is hereby terminated in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiariesentirety. (b) None Except as may be required by Law (including the rules and regulations of Acquirorany stock exchange), or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates, employees, agents and representatives shall disclose to any third Person the existence of this Agreement or the subject matter or terms hereof without the prior consent of the other Party hereto; provided, however, that the Company and its Affiliates shall be permitted to disclose such information (x) to its attorneys, advisors, representatives, members or investors and (y) in connection with enforcing its rights under any this Agreement or any other agreement entered into in connection with this Agreement. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any Party without the approval of the other Party, unless required by Law (including the rules and regulations of any stock exchange), in which case the other Party shall have the right to review such press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding the foregoing, nothing in this Agreement shall restrict the ability of HCI Equity Partners III, L.P., GMB Mezzanine Capital II, L.P. or any of their respective Affiliates from providing (i) the financial results achieved by HCI Equity Partners III, L.P., GMB Mezzanine Capital II, L.P. and their respective Affiliates with respect to their beneficial interest in the Company and its Subsidiaries or (ii) a general description of the Company and its Subsidiaries (including their financial performance), and HCI Equity Partners III, L.P., GMB Mezzanine Capital II, L.P. and their respective Affiliates’ investment and role therein, to the current or prospective limited partners or other business affiliates of HCI Equity Partners III, L.P., GMB Mezzanine Capital II, L.P. or such Affiliates and their advisors in the ordinary course of communications. (c) Notwithstanding anything to the contrary, including anything in Section 9.12(b), no Seller shall, and each Seller shall make cause its respective Affiliates, employees, agents and representatives not to, disclose to any public announcement or issue any public communication regarding third Person the existence of this Agreement or the transactions contemplated hereby, subject matter or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, terms hereof prior to announcement or issuance; provided5:30pm Eastern on November 4, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent2019.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate survive the Closing in accordance with respect to information relating to the Company and its Subsidiariesterms. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable efforts to coordinate obtain such consent with respect to such announcement or communication with from the other party, Party prior to announcement or issuance; provided, however, that, subject to this Section 10.05, that each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employeesemployees or in the case of the Company, direct and indirect limited partners and investors its securityholders, or in connection with soliciting the notices, approvals, waivers or consents of securityholders contemplated by this Agreement (including the Company Stockholder Written Consent) or otherwise in the ordinary course of their respective businesses, in each case, without the consent of the any other party heretoParty; and provided, further, that subject that, nothing in this Section 8.08(b) shall modify or affect SPAC’s obligations pursuant to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent8.04.

Confidentiality; Publicity. (a) Acquiror Svac acknowledges that the information being provided to it in connection with this Agreement Agreement, including Section 7.03, and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of AcquirorSvac, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSvac, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror Svac or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; issuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Svac or the Company, as applicable, in good faith); provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.057.04, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent; provided, further, that no party shall be required to obtain consent pursuant to this Section 7.04(b) to the extent any proposed release or statement is substantially equivalent to the information that has been made public without breach of the obligation under this Section 7.04(b). (c) Without limiting the generality of Section 7.04(b): (i) Svac and the Company shall mutually agree upon and issue a joint press release announcing the effectiveness of this Agreement as of the date of this Agreement or no later than the following Business Day. (ii) Svac and the Company shall cooperate in good faith with respect to the prompt preparation of, and Svac shall file with the SEC, as promptly as practicable after the effective date of this Agreement (but in any event within four (4) Business Days thereafter), a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. (iii) Prior to the Closing, Svac and the Company shall mutually agree upon and prepare a joint press release announcing the consummation of the Transactions. Concurrently with or promptly after the Closing, Svac and the Company shall issue such press release. (iv) Svac and the Company shall cooperate in good faith with respect to the preparation of a Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by the Company and its accountants and the other information required to be included therein. Concurrently with the Closing, or as soon as practicable (but in any event within four (4) Business Days) thereafter, Svac shall file the Closing 8-K with the SEC.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) The parties agree that the initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties. None of Acquiror, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 6.06; and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.03(b), the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, First Merger Sub, Second Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby Transactions to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 7.02; and provided, further, that subject to Section 8.02 5.02 and this Section 10.057.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the The Parties will not, and will direct their respective representatives not to, disclose to any Person, any confidential or proprietary information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject obtained pursuant to the terms negotiations of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to . Notwithstanding the foregoing, without first obtaining the prior consent (x) each of the Company Parties may disclose this Agreement and the terms contained herein (A) to its representatives that have a bona fide need to know such information; (B) as otherwise required by Applicable Law, subject to Section 10.3(b); (C) to enforce this Agreement; and (D) to its Affiliates; and (y) the Partnership may disclose this Agreement and the terms contained herein to the limited partners of the Partnership. (b) In the event that a Party is requested or Acquirorrequired (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information described in Section 10.3(a), it is agreed that such Party shall use commercially reasonable efforts to provide the other Parties with prompt notice of such request(s) (to the extent not prohibited by law), so that the other Parties and/or their respective Affiliates may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained and a Party is compelled to disclose information described in Section 10.3(a), or if compliance with Section 10.3(a) is waived, such Party or its representatives, as applicable applicable, shall furnish only that portion of such information which it reasonably believes to be legally required. (which consent c) The Parties acknowledge and agree that the Parties may issue a press release to publicly announce the transactions contemplated in this Agreement; provided that the content of such release shall be subject to the approval of the Partnership, Cantor and BGC Partners, such approval not to be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Acquisition Merger Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by SPAC or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make non-public announcements and may provide information regarding this Agreement and the transactions contemplated hereby Transactions to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of any other party hereto so long as such information is substantively consistent with public statements previously consented to by the other party heretoin accordance with this ‎Section 8.05(b); and provided, further, that subject to Section 8.02 ‎Section 6.02 and this Section 10.05‎Section 8.05(b), the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby Transactions to their Affiliates and its and their Affiliates’ respective directors, officers, employees, managers and advisors and, solely in the case of the Company, its direct and indirect limited partners investors and investors prospective investors, in each case, without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 6.05; and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.04, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror Holicity acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of AcquirorHolicity, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorHolicity, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror Holicity or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Holicity or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers and indirect limited partners and investors advisors without the consent of the any other party hereto; and providedprovided further that, further, that subject to Section 8.02 6.02 and this Section 10.058.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of the other party which it may have acquired from such party in connection with this Agreement and the consummation course of pursuing the transactions contemplated hereby is subject to the terms of the Confidentiality by this Agreement, including all notes, documents and materials prepared by or for the terms respective party which reflect, interpret, evaluate, include or are derived from such confidential information or proprietary knowledge of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the prior consent of the other party hereto; and provided, furtherthat any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party, or has been requested pursuant to the order of a court of competent jurisdiction or governmental agency having the authority to obtain such information, or pursuant to the rules of any applicable stock exchange to which any of the parties is subject shall not be deemed confidential information; provided, however, that subject the party from whom disclosure is sought, regarding information concerning the other party shall promptly notify such party and allow such party to Section 8.02 obtain any order blocking or otherwise controlling the disclosure of such information. Any press releases or any other public announcements concerning this Agreement or the transactions contemplated hereby shall be approved by both Buyer and this Section 10.05the Company; provided, however, that if any party reasonably believes that it has a legal obligation to make a press release and the consent of the other party cannot be obtained, then the release may be made without such approval. Prior to such time, the foregoing parties shall not prohibit make any party hereto from communicating with third parties to public disclosure regarding the extent necessary for Agreement or the purpose of seeking any third party consenttransactions contemplated hereby.

Confidentiality; Publicity. (a) Acquiror acknowledges that As to so much of the information being provided to it and other material furnished under or in connection with this Agreement and (whether furnished before, on or after the consummation date hereof), as constitutes or contains confidential business, financial or other information of the transactions contemplated hereby is subject to the terms Parties, each of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company Parties covenants for itself and its Subsidiaries. directors, officers and partners, affiliates, agents, and representatives that it or he (bas the case may be) None of Acquirorwill use due care to prevent its officers, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebydirectors, or any matter related to the foregoingpartners, without first obtaining the prior consent of the Company or Acquiroremployees, as applicable (which consent shall not be unreasonably withheldagents, conditioned or delayed)counsel, except if such announcement or accountants and other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Companyrepresentatives, as applicable, shall use from disclosing such information to Persons other than their commercially reasonable efforts to coordinate such announcement or communication with the respective authorized employees, agents, counsel, accountants, shareholders, partners, limited partners and other party, prior to announcement or issuanceauthorized representatives; provided, however, thatthat each Party may disclose or deliver any information or other material disclosed to or received by it or him (as the case may be) should such Party be advised by its or his (as the case may be) counsel that such disclosure or delivery is required by law, subject regulation or judicial or administrative order. In the event of any termination of this Agreement prior to the Closing Date, each Party shall return to the rightful owner, all confidential material previously furnished to such Party or its or his (as the case may be) officers, directors, partners, employees, agents, counsel, accountants and other representatives in connection with the transactions contemplated by this Agreement. For purposes of this Section 4.3, "due care" means at least the same level of care that such Party would use to protect the confidentiality of its or his (as the case may be) own sensitive or proprietary information, and this obligation shall survive termination of this Agreement. The obligations of Buyer pursuant to this Section 10.054.3, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for that they relate to the purpose Licensed Software, are in addition to, and not in limitation of, the obligations of seeking any third party consentconfidentiality set forth in the License Agreement.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None Prior to the Effective Time, none of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior written consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party hereto; and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.04, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by Law, as may be necessary to satisfy the requirements of the HSR Act, or as otherwise expressly contemplated herein or as expressly consented to by each of the parties, no party hereto or their respective affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of Genlyte or the Xxxxxx Entities which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to without the terms prior written consent of the Confidentiality Agreementother parties hereto; provided, the terms that any information that is otherwise publicly available, without breach of which are incorporated herein by referencethis provision, or has been obtained from a third party without a breach of such third party’s duties, shall not be deemed confidential information or proprietary knowledge. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company No press release or any of their respective Affiliates shall make any other public announcement or issue any public communication regarding related to this Agreement or the transactions contemplated hereby, or hereby shall be issued by any matter related to the foregoing, party hereto without first obtaining the prior consent written approval of the Company or Acquiror, as applicable other parties hereto (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to that this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing provision shall not prohibit Genlyte or Xxxxxx from making any party hereto from communicating with third parties to public disclosure which their respective counsel advises is required under rules and regulations promulgated by the extent necessary for Securities and Exchange Commission, the purpose of seeking any third party consentNew York Stock Exchange or Nasdaq.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make non-public announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 7.02 and this Section 10.059.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. Except as may be required by law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (aincluding the Company) Acquiror acknowledges that shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to without the terms prior consent of the Confidentiality Agreementother parties hereto; provided, the terms that any information that is otherwise publicly available, without breach of which are incorporated herein by referencethis provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company No press release or any of their respective Affiliates shall make any other public announcement or issue any public communication regarding related to this Agreement or the transactions contemplated herebyhereby shall be issued by the Company, the Stockholders, Buyer or any matter related to the foregoing, Diamond without first obtaining the prior consent written approval of the Company or Acquiror, as applicable other parties hereto (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to that this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing provision shall not prohibit Buyer or Diamond from making any party hereto from communicating with third parties to public disclosure which Diamond's counsel advises is required under rules and regulations promulgated by the extent necessary for the purpose of seeking any third party consentSecurities and Exchange Commission.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is are subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their its commercially reasonable efforts to coordinate such announcement or communication with the other party, party prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make non-public announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the any other party hereto; and provided, further, that that, subject to Section 8.02 6.02 and this Section 10.058.06, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of Acquiror, the no Company Affiliate or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange)Law, in which case Acquiror or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate such announcement or communication with the other partyParty, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, that each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby Transactions to their and their Affiliates’ respective directors, officers, employees, direct Representatives and indirect current or prospective limited partners and or investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consentconsent or with any Governmental Authorities under Section VII.1.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate obtain such consent with respect to such announcement or communication with the other partyParty, prior to announcement or issuance; provided, however, that, subject to this Section 10.059.05, each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby Transactions to their and their Affiliates’ respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, that subject to Section 8.02 7.02 and this Section 10.059.05, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 9.05(b), nothing herein shall modify or affect SPAC’s obligations pursuant to Section 9.02.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers and indirect limited partners and investors advisors without the consent of the any other party hereto; and provided, furtherfurther that, that subject to Section 8.02 6.2 and this Section 10.058.4, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Each Party (the information being provided receiving Party) shall keep confidential, shall not disclose to it in connection with this Agreement third persons and the consummation shall not use for any purpose any Confidential Information of the transactions contemplated hereby is subject to other Party (the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (bdisclosing Party) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior written consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed)disclosing Party, except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directorsemployees, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties representatives or advisers to the extent necessary to exercise its rights or perform its obligations under this Agreement. The receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information of the other Party comply with Section 4 of this Agreement. Paragraphs 47.02, 47.03 and 47.05 of the License and Supply Agreement shall apply to this Agreement, mutatis mutandis (except that, for clarity, the purpose exceptions set forth in Paragraphs 47.03(i) and 47.03(ii) shall not apply to Recordati as the receiving Party), and are hereby incorporated into this Agreement by reference. For purposes of seeking Section 4 of this Agreement: (a) “Confidential Information” means all Know-How and other proprietary scientific, marketing, financial or commercial information or data that is not publicly available, and which one Party or any third party consentof its Affiliates has supplied or otherwise made available to the other Party or its Affiliates under this Agreement, whether made available orally, in writing, or in electronic or visual form; and (b) the terms and conditions of this Agreement shall be deemed the Confidential Information of both Parties (and both Parties shall be deemed the receiving Party and the disclosing Party with respect thereto). The obligations with respect to any Confidential Information under Section 4 of this Agreement shall remain valid and in force for so long as such information remain confidential and not in the public domain.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the First Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party hereto; and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.04, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, thatthat notwithstanding anything contained in this Agreement to the contrary, subject to this Section 10.05, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 6.05; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consentconsent in connection with the Transactions.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Nondisclosure Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers and indirect limited partners and investors advisors without the consent of the any other party hereto; and providedprovided further that, further, that subject to Section 8.02 6.02 and this Section 10.058.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. Except as may be required by Law, or as otherwise permitted or expressly contemplated herein, no Party or its respective Affiliates and Representatives will disclose to any third party the existence of this Agreement or the subject matter or terms hereof without the prior consent of the other Party; provided, however, that (a) Acquiror acknowledges that the Seller and its respective Affiliates, and Buyer and its Affiliates, will be permitted to disclose such information being provided to it its respective Representatives, members, partners, equity holders, or current or prospective investors, and lenders participating in the Convertible Bonds, (b) in connection with the PIPE Investment, Buyer shall be entitled to disclose, pursuant to the Exchange Act, any information contained in any presentation to the PIPE Investors, (c) the Parties and their respective Affiliates will be permitted to disclose and use such confidential information in connection with enforcing their rights and fulfilling their obligations under this Agreement or any other agreement entered into in connection with this Agreement Agreement, and the consummation of the transactions contemplated hereby is (d) subject to the terms following sentence, as required (on the advice of counsel) by applicable Law, Orders, or the Confidentiality Agreementrules of any applicable national securities exchange. Except as permitted by the preceding sentence, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company no press release or any of their respective Affiliates shall make any public announcement or issue any public communication regarding related to this Agreement or the transactions contemplated herebyherein, or before the Closing, any matter related other announcement or communication to the foregoingemployees, without first obtaining the prior consent customers, or suppliers of the Company Acquired Companies, will be issued or Acquiror, as applicable made by any Party without the approval of the Seller (which consent shall not be unreasonably withheld, conditioned in the case of Buyer) or delayed), except if such announcement or Buyer (in the case of any other communication is Party) unless required by applicable Law or legal process (including pursuant to the Securities Law Law, Order, or the rules of any national securities exchange), exchange (on the advice of counsel) in which case Acquiror or the CompanyParty with such otherwise-applicable approval right will have the right to review such press release, as applicableannouncement, shall use their commercially reasonable efforts to coordinate such announcement or communication before its issuance, distribution, or publication and consult with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating Party with third parties to the extent necessary for the purpose of seeking any third party consentrespect thereto.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Acquisition Merger Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by SPAC or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make non-public announcements and may provide information regarding this Agreement and the transactions contemplated hereby Transactions to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of any other party hereto so long as such information is substantively consistent with public statements previously consented to by the other party heretoin accordance with this Section 8.04(c); and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.04(c), the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror AAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of Acquiror, the Company Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company, in the case of the AAC Parties, or AAC, in the case of the Company or Acquiror, as applicable and its Affiliates (which consent consent, in any case, shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, applicable Party shall use their commercially reasonable efforts to coordinate obtain such consent with respect to such announcement or communication with the other partycommunication, prior to announcement or issuance; provided, however, that, subject to this Section 10.059.06, each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect current or prospective limited partners and investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, that subject to Section 8.02 7.02 and this Section 10.059.06, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consent; provided, further, that notwithstanding anything to the contrary in this Section 9.06(b), nothing herein shall modify or affect AAC’s obligations pursuant to Section 9.03.

Confidentiality; Publicity. Except as may be required by Law, as expressly contemplated herein or as expressly consented to by Buyer, no party hereto or their respective Affiliates, employees, agents and representatives (aincluding Seller) Acquiror acknowledges that shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of any other party which it may have acquired from such party in the course of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to without the terms prior written consent of the Confidentiality Agreementother parties hereto; provided, the terms that any information that is otherwise publicly available, without breach of which are incorporated herein by referencethis provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company No press release or any of their respective Affiliates shall make any other public announcement or issue any public communication regarding related to this Agreement or the transactions contemplated herebyhereby shall be issued by Seller, PDMI, Parent or any matter related to the foregoing, Buyer without first obtaining the prior consent written approval of the Company or Acquiror, as applicable other parties hereto (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to that this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing provision shall not prohibit Buyer from making any party hereto from communicating with third parties to public disclosure which Buyer's counsel advises is required under rules and regulations promulgated by the extent necessary for the purpose of seeking any third party consentSecurities and Exchange Commission.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the The Confidentiality Agreement shall terminate with respect survive the execution and delivery of this Agreement and shall apply to all information relating to the Company furnished thereunder or hereunder and its Subsidiariesany other activities contemplated thereby. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange)Law, in which case Acquiror or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate such announcement or communication with the other partyParty, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, that each party hereto Party and its Affiliates may make announcements regarding the status and terms (including price terms) of this Agreement and the transactions contemplated hereby Transactions to their and their Affiliates’ respective directors, officers, employees, direct Representatives and indirect current or prospective limited partners and or investors or otherwise in the ordinary course of their respective businesses, in each case, so long as such recipients are obligated to keep such information confidential without the consent of the any other party heretoParty; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto Party from communicating with third parties to the extent necessary for the purpose of seeking any third party consentconsent or with any Governmental Authorities under Section 8.01.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by law or legal or administrative process or as otherwise permitted or expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of any other Party which it may have acquired from such Party in connection with this Agreement and the consummation course of pursuing the transactions contemplated hereby is subject to the terms of the Confidentiality by this Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company other Parties; provided, however, that any information that is otherwise publicly available, without breach of this provision, or Acquirorhas been obtained from a third party without a breach of such third party's duties, as applicable shall not be deemed confidential information. The Parties further agree that, from and the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by any Party without the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except if (i) for such announcement releases or other communication is announcements which may be required by applicable Law or legal process (including pursuant to the Securities Law law or the rules or regulations of any national securities exchange)the United States Securities and Exchange Commission, the National Association of Securities Dealers or NASDAQ, in which case Acquiror the Party required to make the release or announcement shall allow the other Parties reasonable time to comment on such release or announcement in advance of its issuance, and (ii) that each of the Representative and the Company may make such an announcement to their respective employees and partners, provided, that the Company may make no such announcements without the allowing APAC reasonable time to comment on such announcement in advance of its issuance to the Company's employees. Notwithstanding the foregoing, as applicable, APAC and the Principal Stockholders shall use their commercially reasonable efforts cooperate to coordinate such announcement or communication with prepare joint press releases to be issued (A) promptly following the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding execution of this Agreement and (B) on the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consentClosing Date.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, the Merger Subs, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, thatthat notwithstanding anything contained in this Agreement to the contrary, subject to this Section 10.05, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 6.04; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consentconsent in connection with the Transactions.

Confidentiality; Publicity. Each of the Crow Family Entities and -------------------------- Patriot OP agrees (ai) Acquiror acknowledges that the information being provided not to it in connection with record this Agreement in any public real estate registry and (ii) to maintain in confidence through the consummation Closing, all confidential material and information received from any other party hereof or otherwise, regarding the Properties, Patriot OP, BMOC or their Affiliates, or any Crow Family Entity, all of which shall be deemed "Evaluation Material" as such term is defined in those letter agreements dated January 27, 1997 between Patriot and Wyndham ("Confidentiality Agreements"). In the transactions contemplated hereby event this Agreement is subject terminated, each party hereof shall either destroy or return to the terms applicable Person all copies of the Confidentiality Agreement, the terms documents delivered to such party by such Person. Each Crow Family Entity and Patriot OP further agree that nothing in this Section 6.10 shall prevent any of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect them from disclosing or accessing any information otherwise deemed confidential under this Section 6.10 to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or agents, employees, counsel and other third parties to the extent reasonably necessary to perform due diligence and complete the transactions contemplated hereby, or any matter related . Notwithstanding anything to the foregoingcontrary contained herein, without first obtaining (i) Patriot OP shall have the prior right, subject to the consent of each Crow Family Entity with respect to the Company or Acquiror, as applicable Property it owns (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to determine the Securities Law or the rules of any national securities exchange)form, in which case Acquiror or the Companytiming and substance of, as applicableand to issue, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other partyall publicity concerning, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directorsby this Agreement, officers, employees, direct and indirect limited partners and investors without (ii) nothing in this Section 6.10 shall be construed in a manner that is inconsistent with the consent provisions of the other party hereto; Confidentiality Agreements and provided, further, that subject to Section 8.02 and (iii) nothing in this Section 10.056.10 shall prevent another party hereof from disclosing or accessing any information otherwise deemed confidential under this Section 6.10 either (A) in connection with such other party's enforcement of its rights hereunder or (B) pursuant to any stock exchange regulations or legal requirement, the foregoing shall not prohibit including, without limitation, any party hereto from communicating with third parties to the extent necessary for the purpose of seeking securities laws, any third party consentreporting requirement or any accounting or auditing standard.

Confidentiality; Publicity. (a) Acquiror SPAC acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Acquisition Merger Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of AcquirorSPAC, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorSPAC, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law Laws or the rules of any national securities exchange), in which case Acquiror SPAC or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by SPAC or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make non-public announcements and may provide information regarding this Agreement and the transactions contemplated hereby Transactions to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of any other party hereto so long as such information is substantively consistent with public statements previously consented to by the other party heretoin accordance with this Section 8.05(b); and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.05(b), the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers and indirect limited partners and investors advisors without the consent of the any other party hereto; and providedprovided further that, further, that subject to Section 8.02 6.02 and this Section 10.058.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their its commercially reasonable efforts to coordinate such announcement or communication with the other party, party prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make non-public announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect and actual and potential limited partners partners, investors, creditors, lenders and investors vendors without the consent of the any other party hereto; and provided, further, that that, subject to Section 8.02 6.02 and this Section 10.058.06, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror TRTL acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquirorthe Company, the Company TRTL or any of their controlled respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyhereby prior to the announcement of the business combination, or any matter related to the foregoing, without first obtaining the prior consent of TRTL or the Company or AcquirorCompany, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Federal Securities Law or the rules of any national securities exchange), in which case Acquiror the Company or the CompanyTRTL, as applicable, shall use their its commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.059.3(c), each party hereto and its Affiliates may make internal announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct officers and indirect limited partners and investors employees without the consent of the any other party heretohereto and may make public statements regarding this Agreement and the transactions contemplated hereby containing information or events already publicly known other than as a result of a breach of this Section 9.3(c); and provided, further, that subject to Section 8.02 9.2 and this Section 10.059.3(c), the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of the other party which it may have acquired from such party in connection with this Agreement and the consummation course of pursuing the transactions contemplated hereby is subject to the terms of the Confidentiality by this Agreement, including all notes, documents and materials prepared by or for the terms respective party which reflect, interpret, evaluate, include or are derived from such confidential information or proprietary knowledge of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the prior consent of the other party hereto; and provided, furtherthat any information that is otherwise publicly available, without breach of this provision, or has been obtained from a third party, or has been requested pursuant to the order of a court of competent jurisdiction or governmental agency having the authority to obtain such information, or pursuant to the rules of any applicable stock exchange to which any of the parties is subject shall not be deemed confidential information; provided, however, that subject the party from whom disclosure is sought, regarding information concerning the other party shall promptly notify such party and allow such party to Section 8.02 obtain any order blocking or otherwise controlling the disclosure of such information. Any press releases or any other public announcements concerning this Agreement or the transactions contemplated hereby shall be approved by both Buyer and this Section 10.05the Company; PROVIDED, HOWEVER, that if any party reasonably believes that it has a legal obligation to make a press release and the consent of the other party cannot be obtained, then the release may be made without such approval. Prior to such time, the foregoing parties shall not prohibit make any party hereto from communicating with third parties to public disclosure regarding the extent necessary for Agreement or the purpose of seeking any third party consenttransactions contemplated hereby.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None Acquiror and the Company shall reasonably cooperate with respect to the communications plan regarding the Transactions as mutually prepared by Acquiror and the Company in connection with this Agreement (the “Communications Plan”). Notwithstanding the foregoing, none of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyTransactions, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable best efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to Transactions to: (i) their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party hereto; and provided, further, that (ii) subject to Section 8.02 6.02 and this Section 10.058.07, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of issuing notice to any third party or seeking any third party consent, approval or waiver, in each case, as required in connection with the Transactions; (iii) the extent provided for in the Communications Plan, internal announcements to employees of the parties and their respective Subsidiaries; and (iv) the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 8.05 and this Section 8.07.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Federal Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.058.3, each party hereto and its Affiliates may make internal announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct officers and indirect limited partners and investors employees without the consent of the other party hereto; and provided, further, that subject to Section 8.02 6.2 and this Section 10.058.3, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that Except as may be required by Law, as may be necessary to satisfy the requirements of the HSR Act, or as otherwise expressly contemplated herein or as expressly consented to by each of the parties, no party hereto or their respective affiliates, employees, agents and representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any confidential information being provided to or other proprietary knowledge concerning the business or affairs of Genlyte or the Thomas Entities which it may have acquired from such party in the xxxxxx of pursuing the transactions contemplated by this Agreement or use or knowingly permit the use of such confidential information or other proprietary knowledge for any purpose other than in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to without the terms prior written consent of the Confidentiality Agreementother parties hereto; provided, the terms that any information that is otherwise publicly available, without breach of which are incorporated herein by referencethis provision, or has been obtained from a third party without a breach of such third party's duties, shall not be deemed confidential information or proprietary knowledge. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company No press release or any of their respective Affiliates shall make any other public announcement or issue any public communication regarding related to this Agreement or the transactions contemplated hereby, or hereby shall be issued by any matter related to the foregoing, party hereto without first obtaining the prior consent written approval of the Company or Acquiror, as applicable other parties hereto (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to that this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing provision shall not prohibit Genlyte or Thomas from making any party hereto from communicating with third parties to public disclosure which their respective coxxxxx advises is required under rules and regulations promulgated by the extent necessary for Securities and Exchange Commission, the purpose of seeking any third party consentNew York Stock Exchange or Nasdaq.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Delaware Merger Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the any other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror Each party acknowledges that the information being provided to it in connection with this Company and VisionChina have previously executed the Confidentiality Agreement and that they are each bound by, and shall abide by, the consummation provisions of the Confidentiality Agreement; provided, that from the date hereof, the Company agrees that notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, VisionChina and its Representatives shall be free to approach, contact, discuss or enter into agreements or arrangements with any potential debt financing sources for the purpose of consummating the transactions contemplated hereby is by the Merger Agreement subject to the terms and conditions of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None The Company and VisionChina will consult with each other and will mutually agree upon any publication or press release of Acquiror, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding nature with respect to this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent hereby and shall not issue any such publication or press release prior to such consultation and agreement except as may be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including by obligations pursuant to the Securities Law any listing agreement with any securities exchange or the rules of any national securities exchange)exchange regulation, in which case Acquiror the party proposing to issue such publication or the Company, as applicable, press release shall use their commercially make reasonable efforts to coordinate such announcement or communication consult in good faith with the other party, prior party or parties before issuing any such publication or press release and shall provide a copy thereof to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and providedor parties prior to such issuance. Notwithstanding anything herein to the contrary, further, that subject to Section 8.02 and this Section 10.05following the Effective Time, the foregoing Shareholder Representative shall be permitted to publicly announce that it has been engaged to serve as the Shareholder Representative in connection with the Merger as long as such announcement does not prohibit disclose any party hereto from communicating with third parties to of the extent necessary for terms of the purpose of seeking any third party consentMerger or the other transactions contemplated herein.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with Except as expressly contemplated by this Agreement and or any Related Document, as necessary to obtain Approvals to the consummation of the transactions contemplated hereby is subject by this Agreement or any Related Document or as otherwise consented to in writing by the terms of the Confidentiality Agreementnon-disclosing party prior to such disclosure, the terms of which are incorporated herein by reference. At the Effective Timeeach party shall hold, the Confidentiality Agreement and shall terminate cause its officers, directors, employees, representatives, agents and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, in strict confidence and not to disclose to any other Person (including, with respect to the Sellers, Persons not Affiliated with any Seller as of the date hereof), all written and oral information furnished to the other party or any of its officers, directors, employees, representatives, agents and advisors, whenever furnished and regardless of the manner furnished, together with analyses, compilations, studies or other documents or records prepared by the party receiving such information (collectively, "CONFIDENTIAL INFORMATION"), except that Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure directly or indirectly by the party receiving such information or any of its officers, directors, employees, representatives, agents and advisors, (ii) was independently acquired or developed by the party receiving such information without violating any of its obligations hereunder or (iii) becomes available to the receiving party on a nonconfidential basis from a Person (other than the disclosing party or its officers, directors, employees, representatives, agents or advisors) who, to the receiving party's actual knowledge after due inquiry, is not and was not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from transmitting the information to the receiving party; provided, however, that the foregoing clauses (i) - (iii) shall not apply in any way to restrict or limit, and are entirely subject to, the agreements contained in Section 10.11. Notwithstanding the foregoing, a party may make such disclosure necessary to avoid committing a violation of Law (including specifically the Securities Act of 1933, as amended, or the Exchange Act) or of any rule or regulation of any securities association, stock exchange or national securities quotation system on which such party's securities are listed or trade; provided, that, in such event, the disclosing party shall use its reasonable best efforts to give advance notice to the other 69 77 party of any potential disclosure, to consult with the non-disclosing party as to the scope of the required disclosure and to limit (to the maximum extent possible) the scope of the disclosure. After the Closing, the Purchaser shall be free to disclose any information relating to the Company and its SubsidiariesBusinesses or the Purchased Assets in the Purchaser's sole discretion. (b) None of Acquiror, the Company or any of their respective Affiliates shall make Before any public announcement or issue any public communication regarding is made with respect to this Agreement or the transactions contemplated herebyby this Agreement, or any matter related to the foregoingextent practicable, without each party will use its reasonable best efforts to first obtaining provide the prior consent other parties the content of all proposed disclosure, the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if reasons that such announcement or other communication disclosure is required by applicable Law Law, and the time and place that the disclosure will be made, and shall provide such other parties with a reasonable opportunity to comment on such disclosure. The parties agree to cooperate, from time to time, in connection with the preparation and release of press releases, analysts reports and the like, except that, in all cases, Sellers shall use best efforts not to disclose the terms or legal process (including pursuant to the Securities Law or the rules amounts of any national securities exchange), in which case Acquiror employee compensation or benefits to be paid to Employees before or after the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.05, each party hereto and its Affiliates may make announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct and indirect limited partners and investors without the consent of the other party hereto; and provided, further, that subject to Section 8.02 and this Section 10.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consentClosing Date.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form previously agreed by the parties. None of Acquiror, each Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 6.06; and provided, further, that subject to Section 8.02 6.02 and this Section 10.058.04, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror CBAH acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiariesremain unaffected. (b) None of AcquirorCBAH, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or AcquirorCBAH, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror CBAH or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by CBAH or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their its and their Affiliates’ , and its and their respective investors, directors, officers, employees, direct managers and indirect limited partners and investors advisors without the consent of the any other party hereto; and providedprovided further that, further, that subject to Section 8.02 6.02 and this Section 10.058.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.

Confidentiality; Publicity. (a) Acquiror TRTL acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquirorthe Company, the Company TRTL or any of their controlled respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated herebyhereby prior to the announcement of the business combination, or any matter related to the foregoing, without first obtaining the prior consent of TRTL or the Company or AcquirorCompany, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Federal Securities Law or the rules of any national securities exchange), in which case Acquiror the Company or the CompanyTRTL, as applicable, shall use their its commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuance; provided, however, that, subject to this Section 10.059.3, each party hereto and its Affiliates may make internal announcements regarding this Agreement and the transactions contemplated hereby to their and their Affiliates’ respective directors, officers, employees, direct officers and indirect limited partners and investors employees without the consent of the any other party heretohereto and may make public statements regarding this Agreement and the transactions contemplated hereby containing information or events already publicly known other than as a result of a breach of this Section 9.3; and provided, further, that subject to Section 8.02 9.2 and this Section 10.059.3, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third third-party consent.

Confidentiality; Publicity. (a) Acquiror acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Effective Time, the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (b) None of Acquiror, Merger Sub, the Company or any of their respective Affiliates shall make any public announcement or issue any public communication regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the Company or Acquiror, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Law or the rules of any national securities exchange), in which case Acquiror or the Company, as applicable, shall use their commercially reasonable efforts to coordinate such announcement or communication with the other party, prior to announcement or issuanceissuance and allow the other party a reasonable opportunity to comment thereon (which shall be considered by Acquiror or the Company, as applicable, in good faith); provided, however, that, subject notwithstanding anything contained in this Agreement to this Section 10.05the contrary, (i) each party hereto and its Affiliates may make announcements and may provide information regarding this Agreement and the transactions contemplated hereby to their respective owners, their Affiliates, and its and their Affiliates’ respective directors, officers, employees, managers, advisors, direct and indirect limited partners investors and prospective investors without the consent of the any other party heretohereto and (ii) the Company may exercise its rights and communicate with third parties as contemplated by Section 7.02; and provided, further, that subject to Section 8.02 5.02 and this Section 10.057.05, the foregoing shall not prohibit any party hereto from communicating with third parties to the extent necessary for the purpose of seeking any third party consent.